OLD REPUBLIC INTERNATIONAL CORP
For the period ended May 22, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Mar 28, 2025
Contents
Proxy Summary
This proxy statement is being furnished to the shareholders of Old Republic International Corporation, a Delaware insurance holding corporation (together with its subsidiaries, the “Company,” “Old Republic,” or “ORI”), with its executive office at 307 North Michigan Avenue, Chicago, Illinois 60601. This proxy statement is furnished in connection with the solicitation of proxies by ORI’s Board of Directors for use at the Annual Meeting of the Shareholders to be held on May 22, 2025 and any adjournments thereof. The approximate date on which this proxy statement and the accompanying proxy are first being made available to shareholders is March 28, 2025. This summary highlights certain information contained in this proxy statement. It does not contain all of the information you should consider before voting. You should read the entire proxy statement carefully before voting. Timing and Format of Meeting Old Republic intends to conduct our 2025 Annual Meeting of the Shareholders as a “virtual” meeting. Shareholders of record at the close of business on March 24, 2025, are invited to vote their shares at proxyvote.com. Virtual meeting date: Thursday May 22, 2025 Virtual meeting time: 3 P.M. Central Daylight Time Virtual meeting link: www.virtualshareholdermeeting.com/ORI2025
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Meeting Agenda, Voting Recommendations and Required Approval
| Proposal | Board Recommendation | Required Approval | Effect of Abstention | Broker Discretionary Voting Permitted | Effect of Broker Non-Vote |
| 1. Election of four Class 2 Directors | FOR | Majority of the votes cast at the Annual Meeting (i.e., more shares voted “FOR” election than “AGAINST”) | No effect | No | No effect |
| 2. Ratification of KPMG as the Company’s Auditor for 2025 | FOR | Affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote | Same effect as a vote against | Yes | Not applicable |
| 3. Advisory Approval of Executive Compensation (Say-on-Pay) | FOR | Affirmative vote of a majority of shares present in person or by proxy at the meeting and entitled to vote | Same effect as a vote against | No | No effect |
See Voting Procedures under the General Information section of this proxy statement for additional information.
| Attendance | All shareholders will need their sixteen-digit control number in order to be authenticated and to vote during the meeting. Shareholders’ control numbers can be found on their proxy card. Shareholders without a control number may attend as guests of the meeting, but they will not have the option to vote their shares during the virtual meeting. |
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| How to Vote | Shareholders can vote before the meeting by following the instructions on the proxy card to vote by mail, internet, or telephone. Shareholders can vote during the meeting by completing a ballot online during the meeting. |
| Shareholders can simplify their voting and save Old Republic expense by voting by telephone or by Internet. If you vote by telephone or Internet, you need not mail back your proxy card. | |
| By Telephone1-800-690-6903 | By Internetwww.proxyvote.com |
| Telephone and Internet voting information is provided on your proxy card. A sixteen-digit control number, located on the proxy card, is designed to verify your identity and allow you to vote your shares and confirm that your voting instructions have been properly recorded. If your shares are held in the name of a bank or broker, follow the voting instructions on the form you receive from that firm. To revoke a proxy given, or change your vote cast, by telephone or Internet, you must do so by following the directions on your proxy card, provided such changes are made by 11:59 PM, Eastern Daylight Time on May 21, 2025. |
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Corporate Governance Highlights
Majority voting in uncontested director elections • Proxy Access • Shareholders may take action by written consent • Shareholders have the right to call special meetings • Dedicated risk oversight by Board of Directors, including: ⯀ Audit Committee oversight over data security and cybersecurity and practices and protocols for the use of artificial intelligence systems, ⯀ Compensation Committee oversight over human capital management, and ⯀ Governance and Nominating Committee oversight over environmental, social, and governance matters
Separate Board Chairman and CEO • Lead Independent Director • Clarified roles of Chairman and Lead Independent Director • Ongoing Board refreshment with balanced mix of tenures, skills, and experience • All directors, except for CEO, are independent • Regular Board and Committee self-evaluation process • Annual shareholder outreach initiative • Increased director stock ownership guideline to $400,000 beginning in 2025
Executive Compensation Practices
We are committed to sound executive compensation practices and the Compensation Committee of the Board of Directors reviews executive compensation practices at least annually in furtherance of this commitment. In 2024, the Compensation Committee continued shifting to a more transparent performance-based incentive compensation program directly linking executive compensation to specified performance criteria for short-term incentive compensation and long-term equity incentive compensation. Practices include the following:
| WHAT WE DO | WHAT WE DO NOT DO |
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| • Conduct an annual Say-on-Pay advisory vote | • No employment agreements with executive officers |
| • Balance short-term and long-term incentives | • No resetting of financial targets for short-term and long-term incentives |
| • Pay for performance | • No excessive perquisites |
| • Align executive compensation with shareholder returns through long-term incentives | • No hedging and pledging of Old Republic Common Stock by directors or executive officers |
| • Annual cash incentive awards are tied to satisfaction of specific Company performance objectives | • No encouragement of unnecessary or excessive risk taking |
| • Equity compensation awards include awards with performance-based objectives measured over a 3-year performance period | |
| • Maintain a comprehensive executive compensation recoupment (clawback) policy | |
| • Perform an annual compensation risk assessment | |
| • Annually retain an independent compensation consultant, engaged directly by the Compensation Committee, to advise on executive compensation matters | |
| • Stock ownership guidelines for directors and executive officers | |
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Our Board of Directors – At a Glance
- Following John M. Dixon’s departure from the Board, effective immediately prior to the Annual Meeting, women will comprise 31% of the Board.
Please refer to Item 1 in this proxy statement for additional information about our Board of Directors, a Board Diversity and Skills Matrix, and the four Class 2 directors nominated to be elected at the 2025 Annual Meeting of the Shareholders.
General Information
Please see the General Information section for important information about proxy materials and the 2025 Annual Meeting of the Shareholders.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.